2026 Guide: Raise Capital for a Business Acquisition with Reg A+
by Raises.com
This article is general information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.
Raise capital for a business acquisition with Reg A+ by filing a Tier 2 offering that welcomes both accredited and non-accredited investors. This approach lets you tap a broad pool, keep costs flat, and position the target as a small public company if you choose, all without a success-fee.
Key Lessons from the Video
- Leverage Tier 2 Reg A+ for Speed, Substack raised $5 million in a single day using a Reg A+ Tier 2 filing, showing the speed possible when the paperwork is handled by experts.
- Target Both Accredited and Non-Accredited Investors, Reg A+ allows you to raise from the general public, expanding your capital base beyond the narrow VC network.
- Optional Public Company Path, A Reg A+ filing gives you the option to become a small public reporting company, similar to the early Microsoft IPO that started at a $300 million market cap.
- Avoid Dilution of Founder Control, Unlike a VC round that may require multiple introduction steps, a Reg A+ raise can be launched directly after the filing, preserving founder autonomy.
- Flat-Fee Sponsors Deliver Full Service, Raises.com has helped clients raise over $300 million with a flat fee, providing the PPM, subscription agreement, operating agreement, financial proformas, data room, pitch deck, and investor introductions.
Reg A+ vs Reg D vs Reg CF
| Feature | Reg A+ Tier 2 | Reg D Rule 506(b) | Reg CF |
|---|---|---|---|
| Maximum Raise | $75 million | Unlimited (subject to state limits) | $5 million per 12-month period |
| Investor Eligibility | Accredited and non-accredited (up to 10% of net worth) | Accredited only (general solicitation prohibited) | All investors (investment limit based on income or net worth) |
| Disclosure Requirements | Form 1-A filing, audited financials, ongoing reporting | Form D filing, no ongoing public reporting | Form C filing, limited ongoing reporting |
| Cost | Legal and filing fees plus sponsor flat fee (no success fee) | Legal fees only, potential placement agent fees | Platform fees, modest legal costs |
| Timeline | Typically 60-90 days from start to first sale | 30-60 days, depends on investor outreach | 30-45 days, platform dependent |
| Public Company Option | Yes, can become a reporting company after filing | No, remains private | No, remains private |
Applying Reg A+ to a Business or Real Estate Acquisition
Start by defining the acquisition target and creating a detailed financial proforma. Engage Raises.com to draft the private placement memorandum, subscription agreement, and operating agreement. File the Form 1-A Tier 2 offering, then market the deal to both accredited and non-accredited investors using the sponsor's data-room and pitch-deck services. Once the capital is committed, close the purchase and, if desired, transition the acquired entity into a small public reporting company.
Frequently Asked Questions
How much can I raise with Reg A+ for a business purchase?
You can raise up to $75 million under a Tier 2 Reg A+ offering.
Do I need a broker-dealer to run a Reg A+ raise?
No, a qualified sponsor like Raises.com can handle the filing and investor outreach without a broker-dealer.
What are the ongoing reporting obligations after a Reg A+ raise?
Tier 2 issuers must file annual, semi-annual and current reports with the SEC.
Can I use Reg A+ to fund a real-estate syndication?
Yes, Reg A+ can be used for real-estate projects as long as the offering meets the disclosure and investor-eligibility rules.
Is there a success-fee if I raise capital through Raises.com?
No, Raises.com works on a flat-fee model with no carry or success-fee.
Next Steps
If you are ready to raise capital for a business or real-estate acquisition, learn how it works and book a call with our team today.
General information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.